HomeMy WebLinkAboutAgenda - 04-01-2008-4iORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: April 1, 2008
Action Agenda
Item No. ~- - ~
SUBJECT: Valley Forge Road Property Lease Rate for Builder's First Source
DEPARTMENT: Purchasing and Central Srvcs. PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
Original Lease
INFORMATION CONTACT:
Pam Jones, (919) 245-2652
Willie Best, (919) 245-2308
PURPOSE: To consider approving the lease rate for property owned by the County at
401 Valley Forge Road, Hillsborough and leased to Builders First Source; and to receive
information regarding compliance with the original economic development conditions
established in the 1997 lease.
BACKGROUND: In 1-997, the County acquired property at 401 Valley Forge Road,
Hillsborough as a result of the retirement of revenue bonds owned by the Industrial
Development Corporation. The Orange County Economic Development office successfully
negotiated a lease with Builder's Supply & Lumber, Incorporated, whose name was changed
and the lease assigned to Builders First Source effective December 31, 2000. The lease terms
set the initial term for ten years, with two automatic five year renewals. The lease automatically
renewed on October 1, 2007. However, a renewal lease amount was only recently finalized.
The Board is asked to approve the lease rate at $2.50/square foot for the renewal October 1,
2007 through September 30, 2012. No other terms of the lease are affected. A copy of the
original lease is provided as information.
The original lease also included several conditions that were to be met regarding numbers of
jobs created and their associated wages. Builders First Source reports that as of 2002 the
company employed 90 people as required by the lease. As of 2008, the company has 70
people employed due to the downturn of the economy. Investments by the company in
equipment and improvements to the premises totaled $3.3 million with total sales presently at
$25 million, and at its peak, sales totaled $40 million. The original lease. stipulated an average
wage for all employees at $12.80 per hour and $9.13 per hour excluding salaried,
managerial/supervisor positions. The average wage currently for all employees is $15.40 per
hour for all employees and $13.54 per hour for non-managerial and non-supervisory positions.
FINANCIAL IMPACT: The Board may recall that the original lease was set at $1/square foot,
significantly below market rate, to recognize the significant capital .investment needed to make
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the building suitable for use by Builders First Source. The recommended. renewal rate of
$2.50/square foot and is based on lease rates for comparable properties in the area. The
County may expect to receive a total of $250,000 in annual rent, an increase of $150,000 in
revenue per year from previous years.
Further, the lease terms require the tenant to pay taxes on the building as if it were privately
owned. The taxes-in-lieu amount paid to Orange County in 2007 was $47,313. Since the
company is outside of the Hillsborough city limits, no city taxes are collected.
RECOMMENDATION(S): The Manager recommends that the Board approve the lease rate for
Builder's First Source at 401 Valley Forge Road, Hillsborough at $2.50/square foot.
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~. September 1;1; 1997
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IVir Greg;Payrie ~ '4'-'
Orange. County E.D.C. _ .
- P.fJ. Bax.1177 .-
I3llsrtarough; I~'C 27278
Re Lease; at 40I V'ailey Forge Road
:Dear. Greg,
As a follavs up to our:phone conversation earlier ttus week, I have esiclosed a copy o~the invoice
for'services rendered from Telesis:construction; to BSL These capital. Ynprovements hayebeen.
completed in order to make the buiduzg readyfor occupancy; :In addition;; certain, items .were
required to satisfy thelocal Building Inspectors aiid Eire::Marshall. We submit thisinvaice:as
proof of the .improvements we made iri accordance ~rnth .our :lease agreement; (Paragraph; twee,
gart ~:l
W,e: propose to deduct the $15Q;UOO:O:Q of rent set.aff in the fiisf:tliree;years:~ 'Therefore;: we
subunit to you a propasaLfo :anew lease payment of $SStIQO per :annum payable in monthly
installzneuts Qf $458.4.QO~f ~ the fast three years. `The rent would increase back to $1{?5,4~0
annuaIIy far tle:balance of the lease;
You and your staff Have been a tremendous resource:
If you;have--any questions, please do not hesitate to call..
T'f~anlcyou; ~hy,,LL
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Vice President
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cA.ti~v o~css
COLEMAN, GIEDHII.:L & `HARGRAVE
n PROFES$lONiIL QORPORRS70N
iZ4 E..TRYON SIRFET'
P..O. DRAWER L529
HII:4SBQROUGH, NOA'iH CAROLINA 27278
919-73£-2196
FAX.919.732-7947
June 24, i99T
Mr. Brad Maunz
Vice Fresdent Finance.
Bu.~.ders ' Supply &: I.,umlier Company
79;90 New Technology Way
Frederick, Maryland 21701
Dear Mr. Maunzz
FROM ?HE DESK QF.
GEOFFREY E. GLEDHIll-
Enclosed: is.a fully executed and'recordeel copy of the lease.
between Orange County and Builders'' Supply & Lumber Company, Tnc.
With a copxr of this letter to Greg Payne,, Grange County Economic
Development., we are providing him a copy of this lease as well...
Beverly Blythe, Clerk to the Board of Commissioners, has
previously been provided-with °brange County's" fully .executed
and recorded-copy.
Very truly yours,
GEG/lsg
Enclosure
xc: Beverly A,
Greg Payne
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tZe4urn to:, Geo£f~ ~.. Gledh;l.l, i~.o. Dracier 1529, ~llsborouoh; NC 27278
NORTH:CAROLINA
bRANGE:C:UUNTY
THIS LEASE AGREEMENT made and entered n;to as of the 3ra
day of June 19 97 by and between the. COUNTY OF QRANGE
NURTH:CARQLIN.A, a polticaa subdivision of the State of North
Carolina, having its principal office at 208 Soutli.Cameron.
Street, Hillsborough, North Carolina, hereinafter sometimes
referred to as "Landlord," and BUILDERS' SUPPLY & LUMBER COMPANY,
INC.., :a Michigan corporation having its principal off"ice in
Fredr.ck'; Maryland, hereinafter referred to as "Tenant;"
WHEREAS, on ar about C?ctober 1, 1997,, L'andlord.antcipates
becoming he.awner of the property; `including abuildng and
other structures- and facilities' located thereon, which is
descrbed.ri.Exhibt A attached hereto. and made a part hereof
('whieYi property is' herein :sometimes: re:ferrecl to as "the
Premises'"1, as provided in and explained in the OECLARATLON which
s Exhibit 8, and
:WHEREAS:, it is anticipated tYia:t the present tenant of the..
Premises, Georgia-Pacific;COrporatan, will not exercise i':t:s
.:right to renew its lease :beyond October 1, ;1.997 and will vacate
the premises no later than. October 1:, 1997':; and.
WHEREAS, Tenant has expres's,ed an interest in leasing :the
Prem es from Landlord on a long term basis; anc3
WHEREF,S on April 1, 1.99;6,- Landlord conduceed a publzc
hearing pursuant to North Caro;l:na General Saatutes ~ 1:5$-7.1„
following publication of notice of that public hearing at leas
ten days before the hearing was held, for the purpose:ot
receiving public comment.on a proposed lcang term. lease between,
Landlord and Tenant; and
WHEREAS., at that public bearing information was provided by
or on behalf of Tenant as follows:
`1. approximately 6Q to 70 employees. will be hired by
Tenant and-.employed at: the Premises during the first year of
.occupancy by Tenant; approximately 90 to 100 employees will be
hired, and: employed at the: Premises by Tenant within two to three
years following occupancy of the property by Tenant;
2; wage rates for tPie employees of Tenant to be :employed.
at the :Premises are projected; o, .average $12.80 per hour for al
emp ogees and $9.13 per hour excluding salaried,:managerial/
supervisor positions;
3. Tenant will invesa approximate y
local economy of I.,andlord within 'the first
occupancy of the .Premises.. Specifically,
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$8.b million in the.
three .years of it
it will invesa( $2 ,14.
!'G _.
. i .,,
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mi lion in. :equipment and improvements to the Premises, $3 million
in inventory„that wil be located at the. Premises- and $3.5
million in accounts receivable;
4. local ~1~y sales tax. revenues of approximately $220,000'
are projected `for the firs year following occupancy by Tenant in
the: Premises. Sales tax revenues are projected to increase to
$340,000 by the conclusion of the. second year of occupancy and
$400,040 ,at the conclusion of the third year of occupancy;- and.
WHEREAS, Landlord., by resolution on November 1.9, 1996, made:
the. determinations that: (i} the value of the lease paymentsto
be made' to Landlord together with, the-value of the real: property;.
equipment and sales taxes to be paid to Landlord as the result of
the proposed long term lease, will be,equa to or greater than
the fair market value of the leasehold interest conveyed, as
determined by a market survey of similar facilities in the-area,
and {ii) Landlord determined that-the leasing of this propertyy to
Tenant wi:11 stimulate the local economy, promote business, and.
result:in the creation of a substantial number of jabs in Orange
County at or. above the."median average" wage in Orange County.. A.
copy of the November 19, 1996 resolution i attached hereto as
Exhibit C and made a-part hereof; and
WHEREAS, the: total lease payments to be paid to Landlord as
the result of the proposed long term lease between it and Tenant
together `with the.cavenants of Tenant contained herein are
adequate consideration to L-anrllord for the proposed long term
lease of the Premises ,
WI TIDES S ETH:
In consideration of tre rents to be paid to Landlord by
Tenant., as hereinafter provided; and of ahe other covenants and
agreements upon the part of Landlord and. Tenant to be kept and
performed, Landlord hereby demised and leases to Tenant, and
Tenant leases and takes from Landlord the. Premises as defined
her-en
1. The Premises means the real estate-and other rights
described in Exhilait A hereto and elsewhere in this Lease and any
lease suppxementing thss Lease, together with all 'additions
thereto anc~'substitutons therefore less such real estate,
interest in real estate and other rights as may be released
pursuant to Paragraph $ of thus Lease, or taken by the exercise
of the power of ,eminent domain as provided in Paragraph 7.b. of
this Tease .
2. Term of Lease• Right of First Refusal.
a. The Premise %s presently owned by the Industrial
Development Corporation in the County of Orannge, North Carolina;
a North Carolina non-profit corporation, whose principal place of.
business is loco ed in Orange County, North Carolina, and is
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presently leased by Georgia--Pacific Corporation, a Georgia
corporation, whose principal place of busing s is 133 Peachtree
Street, N.E „ Atlanta, Georgia. 30303, pursuant to an unrecorded
Lease Assignment and Assumption Agreement, a copy of which is
Exhibit D.
b. The lease between the Industrial pevelbpment
Corporation .n the County caf Orange and Georgia-Pacific
Corporation expires midnight October 1, 1997 or on a date :sooner
than that if bonds issued by the Industrial: Development
Corporation in the County of Orange., Narfh Carolina are fully
pad•and retired, in which event the lease expires on the date
they are fully paid and retired., Further., the .lease between the
Industrial Deveioprnent Corporation in the.County of Orange,~North
Caraiina and Georgia-Pacific Corporation, upon its expiration, is.
automatically .renewed or extended: for not exceeding five
Years each unless notice is given in
additional terms of four '
writing by Georgia-Pacific Corporation at east 30 days before
the end of the expiration of the original 'term or any renewal or
expiration term thereof, of ,its intention to terminate the lease
at the end of such term, in which event the lease sha11 terminate
in accordance with such notice.
c. ~ It is anticipated by Landlord and Tenant that
Georgia-Pacific Corporation will provide riot.ce to the Indus:tria3
DeveloPxnent Corporation in the County of Orange of its intention
to terminate the lease between them at the end of.the original
term. Further, at the expixati:on of the original term of the
lease between the Industrial Development Corparaton.in the
:County of Orange, North Garolana and Georgia-Pacific Corporation,
and contemporaneously with the bonds being fully paid anti
refixed, a Warran y Deed of the Premises, which warranty deed
names Landlord as the grantee will be delve~rec3. to 'Landlord. as
described in ExYiibt B.
d. Provided Georgia-Pacific Corparatian'effectvely
terminates the lease between it and 'the Industrial Development
Corporation in the County of Orange effective midnight tJctober 1,
1.997, fhe,orgnal term of this Lease shall commence on midnight,
October 1, 1.99T and shall end at midnight on $'ep~ember 30, 2007,
subject to~the provisions of this Lease including particularly
ParagrapY-•I1:hereo€. This Lease shall,. upon. the expiration of
the origina]:':term be automatically renewed or extended for not
exceeding:--.two:additional terms of five years each unless and.
until notice be given n,wr.tng by Tenant at east.30 days
be€ore the end o€ the original term, or any renewal or extension
term thereof, of its intention to terminate the Lease at the. end
of such term, in which event the Lease shall terminate in
accordance with su.ch.not5.ce. A11 such renewal terms shall be
upon 'the terms and conditions herein specified or a.s otherwise
agreed upon by Landlord and. Tenant except that the rental during
any such renewal term shall be in an amount equal to the fair
recital. value of the property as agreed upon by Landlord and
Tenant.. When u ed herein, the original term and the additional
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term ar additional terms, if any, are herein sometimes referred
to as the "Term" or the "Lease Term."
e. Landlord agrees to deliver to Tenant sole and..
exclusive possession of the Premises (subject to the right of
Landlord to enter thereon for inspection purposes and otherwise
as provided herein) at the commencement date of 'the original
term. P;nd, Tenant agrees to accept possession of the property
upon such delivery. Landlord covenants and agrees that it wil
not take any action, other than pursuant to Paragraph 1 of this
I:,ease, to prevent Tenant from having quiet and peaceable
possession and enjoyment, of the property during the Term and
will at the request- of Tenant:.,. and at the cost of Tenant,
cooperate with Tenant in order that,Tenant may have quiet and
peaceable possession and enjoyment of the property.
f. Landlord; hereby grants to Tenant a right of first
xefusal to purchase the Premises, which must be exercised, if at
all, in the manner hereinafter set forth. In the event that
Landlord receives a bonafide of€er to purchase the Premises an
price., terms and conditions which it is willing~to accept, it
shall give prompt written notice of such offer to Tenant ("ROFR
Notice") The•ROFR Notice shall inc ude a copy of ouch offer,
provided that 'Landlord may delete the name of the prospective
purchaser.. Within fourteen {14} calendar days from the date such
ROFR Notice is given., Tenant may exercise its .right of first
refusal by executing and delivering to Landlord a written
contract: containing the same price, terms and conditions as set
forth in 'the RQFR Notice, with no material additional terms or
conditions.. Such contract shall be signed. and accepted by
Landlord and-the parties shall proceed t:o clgse in accordance
with. the terms-thereof. In the-event that Tenant fails to
exercise this option as herein provided, anti Landlord closes the
sale of the Premises substantially in accordance with tie terms
of the RCJFR Notice, Tenant's right, of first refusal shall
terminate and shall not be exercisable as to .any future sale :by
Landlord, its successors or assigns.. In the event tha Tenant
fails to exercise this option as prodded herein., aril Landlord
does :not close the sale: of the. Premises substantially iri.
accordance with the terms of :the ROFR Notice, Tenant's right of
first 'refusal shall remain in effect and Landlord shall not sell
the Premises witYiout again submitting the terms of the proposed
sale 'to Tenant. for Tenant's acceptance or approval in accordance
with the terms of -this paragraph.
3. Rent and Other Consideration.
a. Tenant shall pay tq Landlord the sum of One
Hundred Five Thousand Dollars ($lOS,OQO) per annum during the
original term, payable in monthly installments of Eight Thousand
Seven Hundred Fifty Dollars ($8,50) each due on the first day of
each month, in advance, during the original term of this Lease
except 'that payment f.or the first such monthly .installment shall
be made by Tenant contemporaneously with notice to Tenant from.
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Landlord of Laizdlord's receipt of notice from Georgia-Pacific
Corporation of Georgia.-'Pacific Corporation's intent not to renew
s lease of: the Premi es.< In the event Tenant: shall fail to
,make any of the lease payments requr-ed, the payment. so in
default shall. continue as an obligation of Tenant until the
amount in default shall have been fully paid, and Tenant agree
to pay the ame with interest thereon at.NatonsBank's prime rate
plus l~ per .annum, until pa~.d: Reim payments-shall 'be made to
Landlord and shall be received on the due date at the Office of.
Purchasing and Central Services of Landlord or received
electronically on the due date in an account or accounts
designated by Landlord.
b. Tenant has a:ndi.cated 'ts interest in making
certain capital improvements to the Premises upon i:ts occupancy
of the Premises, which capital mprgvements, when completed,., will
be permanently affixed to `the Premises or to structures that, are
ion the Premises and will thereafter become a part of .the.
.Premises°; :For example but not byway of limitation, he roof to
'the. building may need to be replaced,. doors to the building may
need to b,e replaced and the gravel parking areas may bet er serve
Tenant's needs if some or-all of them are paved, and it may be
necessary or appropriate to remodel the office and bathrooms,
make:railroad spur improvements and connect the sanitary sewer
facilities to tYie public service provided by th.e Town of
Hillsborough. Landlord agrees to a rent set.-off for .any such.
capital improvements undertaken and completed by Tenant, and upon
Tenant' ubmitting proof of their cost to Landlord;, within the
fi,r;.sa f:ve.years of the original term up to a maximum of
$15:0, 000, .with rio mare. ,than $5'0; 000 ,set off in any one year.;.
provided, if Tenant expends: .more than ;$50,00:0 in one.year, the
excess may be carried over and, set off against rent in th.e
fo]:lowng Year(s) in all cases subject to the limitation. :that not'
more than $5U,00.0 will be set off on :any single year nor more
than $1.50,000 in the aggregate 'and no set offs will be taken
after the initial five years of the: term,..
c,, The obligations of Tenant to make rent. payments
required shah be absolute and unconditional and.shall not be
subject to diminution. 'by set -off, counterclaim, abatement or
otherwise during the Term exaep a expressly provided in this
Lease, Nobhing contained in this subparagraph sYiall be construed.
to release Landlord from the performance of any o€ the agreements
on its part contained in this Lease; and in the event. Landlord
shall fail to perform any 'such agreement on its part, Tenant. may
in ti ute such action against Land ord as Tenant may deem:
necessary to compel performance ar recover its damages for non-
performance provided that. no such action shall violate the
agreement on the part of Tenant t;o unconditiona.lly make the' rent
,payments or diminish the amount of the rent payments...
d:. Tenant makes the following representations as an
inducement to and the basis f;or i s undertakings and Landlord's
agreement to lease the Premises to Tenant. These.repre'sen'tatiors
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are covenants and the failure of Tenant to comply-and remain .in.
compliance with them constitutes an event of default under this
Leas a-- ,
O Tenant :is a corporation. duly incorporated
under the laws of and is in good,sta„riding n.Che State of
Michigan, is authorised to do business and is in good standing in
the: State of North: Carolina, has power to enter 'into this Lease.
and by p'roper- corporate action has. been :duly authorized to
execute-and deliver this Lease.
(ii:) Neither the execution and:. delivery of this
Lease, the consummation of the transactions contemplated hereby,
nor the fulfillment or compliance of the. terms. and conditions of
this Lease, conflc with or result in a breach of any of the.
terms, conditions or provi5zons of any corporate restriction or
any agreement or instrument to which Tenant is .now a party or by
which i,t is bound, or constitute a default under any of the
foregoing, or result in the creation or imposition of any lien,;
charge or encumbrance of any nature what"soever upon. any of the
property ar assets of Tenant under the teams of any instrument or
agreement. .
{iii) Tenant intends to gperate the Premises or to
cause the Premises to be operated to the expiration or saorier
terrninaton of the Term as provided. Herein. far the manufacture of.
such product -as Tenant may deem appropriate.
{v)'Tenant will hire and employ qn the Premises
approximate y 60 'to 70 employees during the first year of its
OCCUpancy .Of the Premises. Tenant cviYl use its best efforts to
:achieve a level af~ busi.nes which enables Tenant to `hire and
employ on the Premises approximately 90 to 1.00 employees within
two to three years of its occupancy of the premises.
{v) Tenant projects paying an average wage :for
all employees ;that it employs. on the Premises Co be $12.$0 an
Yiour and $'9.13` per hour excluding salaried, managerial/supervisor
posticins .
(vi}' Tenant: will invest $2.14 million in: equipment.
and improvements to the Premises;, and will use its best efforts
to acheve,a level of business which enables Tenant to invest: in
:and to mainta=n approximately $3 million in inventory on the
:'Premises and expects to have invested approximately $3.5' million.
in accounts receivable. as the result of its opera ions on the
Premises.
~~ (vii) Ia is anticipated that local {1~) sales tax
revenue o'f approximately $220,000 will be paid by 'Tenant by the
conclusion of the firs t; year o€ its occupancy of the Premises and
that these sales tax revenues paid are projected to increase to
$340,000 by he conclusion a~ the second-yeas of its occupancy of
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the Premises and $:4g0, 00q by .tie conclusion of its third -yeas of
occupancy of the Premises.
4,. Maintenance and Modifca ions.
ai, Tenant agrees that during the Term it v~ill, at ..its
:own expense, except as to rent set--offs expressly provided for in
this Lease., {i) keep'.the Premises in reasonably safe condition
and {ii} keep the building and all other improvements forming a
part o.f the Premises in good repair and in goad operating
cona.tion, making from time to time-:all necessary repairs 'theretq
{;:ncludi:n.g external. and structural repairs) and renewals and.
replacements thereof. Tenant may, also at. its own expense, make
from. time to time any additions, modifications or improvements to
the Premises it may deem desirable for its busines purposes that
do riot adversely affect the structural integrity of•any buildings
or sfiruc'Gures located on the Premises or s.ubstantial'ly reduce the
,.
value of the. Premises; provided that all.. such. additions,
modifications and improvements to the Premises shall, be located
wholly within the boundary lines of the Premises,. All such
additions, modifications and improvements so made by Tenant shall
become a part bf 'the Pre~iSes,• provided. that any item, of personal..
property, machinery, equipment, furniture or fixture installed by
`Tenant. for its business purposes wi hout expense to Landlord
which does riot. constitute a part of the Premises,. may be removed
by Tena..nt at any time and from time to time 'while Tenant is not
in de`faul under this Lease; acid provided further:, -that. any
damage to the Premise"s occasioned by such removal shall be
repaired by Tenant at its own expense. Tenant will not permit
any mechanics' lien, security interest or other encumbrance to-
r:eiriain against the Prem_i.ses for labor or materials furnished in
connection with any additions; modifications, improvements;.
repairs, renewals or replacements so made by it; provided, that
i;f Tenant shah f rst notify Landlord of its intention so to do,
Tenant may iri good faith contest any. mechanises' or other liens
filed or est'alalished against the Premises, and in such event. may
perrni.t the item so contested to remain undischarged and
unsatisfied during the pexiod of such contest and any appeal
therefrom unless Landlord shall notify Tenant that,. in the
opinion of independent counsel, by nonpayment of any such. items;
Landlord's. tithe t+o t e Pr.emi es wi11 be materially endangered or
the.Premises-or any part thereof will be subject to :loses or
forfet.urie, in which event Tenant shall promptly pay and. cause o
be satisfied and discharge all such unpaid items. Landlord will,
at the expense of Tenant, cooperate fully with Tenant in any such.
lien contest
5. Taxes. Assessments and Utilities. Tenant wi11 promptly
pay, as the same become due, all taxes. and, other government.
charges of any kind whatsoever that may at any time. be lawfully
assessed or levied against or with respect to the Premises or any
interest thereiri or any machinery, equipment or other property
instal ed or located on the Premise including all ad valorem
a as the same
taxes lawfully assessed;. Tenant will. promptly p y,
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become due, all utility and other charges incurred in the
operation, maintenance, use, occupancy and upkeep of the Premises
and all assessments and charges lawfully made by any governmental
body for public improvements thaw may"be secured. by lien on the
Premises;. provided that with respect to special assessments or
other governmental. charges that may be lawfully paid in
installments over a period of :years, 'Tenant shall be. obligated to
pay only such installments as are required-to be paid during-the
Term..
At the commencement of this Lease the Premises will .be owned
by Landlord and will thereafter, on January 1, 199.8, be exempt
from ad valorem .property taxes as provided in Article ~7, Section
2t3) of the.NOrth Carolina Constitution and North Carolina
General Statutes :§ TO5-2.78..1. During the. Term, Tenant agrees to
make payments. to Landlord and to anlr municipality in which the
:Premises is located, in lieu of taxes, in amounts equivalent to
the amount of property tax.th~t would be lawfully assessed if the
Premises~wers taxable by Landlord and any municipality in which
the Premises is located. This agreement to make payments in lieu
of taxes in amounts equivalent to the amount of property tax. that
would otherwise be lawfully. assessed is to eliminate the
competitve:adva.ntage accruing to Tenant, a profit-making
enterprise, from the use for profit of Landlord's tax exempt
property. Payments in lieu of ad va orem taxes as .provided"
herein shall be made to Landlord and. to any municipality in which
the Premises is located. on or before December 31,.,,.1998 and
December 31 of each year thereafter during the Term. Tenant
agrees that the valuation of he Premises shall. be made by
Landlord's Tax Assessor according to the Schedule of Values
adopted by.'Landlord from time to time and. that. he determination.
of the true value in money of the Premises shall be made by
Landlord's Tax .Assessor.
Tenant may, at its expense, in good faith, contest any such
taxes,. assessments and other smiaar charges or the valuation. on
which '.the same are based, and, in the event o€ any such contest,
may .pay the taxes., assessments or other :charges .under protest
during the period of such contest and any appeal therefrom.. In
the event it is determined by Tenant and Landlord or by 'the
tribunal which ordinarily has~jursdiction that such tribunal
does not have:jurisdict:on or is otherwa:se not permitted to act.
as a forum=in consequence of the fact that Tenant's liability for
the tax is: contractual rather than imposed by law, then either
party may submit a cha 'lenge to a tax; assessment or other
similar charge or aluaton to arbitration by an arbitration
panel made up of MAI quali.fiedlcertified apprai ers. Landlord
shall select: one appraiser; Tenant shall select one appraiser;
the,a:ppraiser selected by Landlord and Tenant shall select a.
third appraiser and the decision of the arbitration panel shall.
be binding on both parties. To the extent Ghat enforcement of
the payment of any such taxes, assessments and other charges in
the. event of any contest are legally stayed during the period of
sucYi contest, such taxes, asses merit and other charges may
8
13
remain unpaid during the period. of such contest and any appeal
t eref.rom,
6. Insurance Required.. During the Term, Tenant shall keep
the Premises contnuou,ly insured against such risks as are
customarily insured against by kusnesse's of like size and type,
.paying as the same become. due all premiums :in respect thereto,.
including but not necessarily limited to O insurance to the
extent of the full insurable value, determined on October ]: of
each year of the Lease Term, of any improvements located. on th.e
Premises against loss thereto from or damaged by vandalism, fire
and flood.; with the deductible amount not exceeding $25,°000, with
uniform standard extended coverage;endorsernent limited only as.
may be prov:ded.in the standard form of extended coverage
endorsement at the time in use in North Carolina, and (ii)
insurance against liability for injuries: to or death of any
person or damage to or los of property arising out of or in any
way relating to the condition of the Premises or .any portion
thereof,•,in-the minimum amount of a.combned sing e limit of $`1.
mla:ion for death of or personal injury to any one person: arid. for
all personal injuries and deaths resulting from any one accident
and for property damage., in any one accident. Landlord, its
officers and_emp ogees, shall be named as additional .insureds in
the risurance'conaracts providing for liability insurance.
.Iii the event of a loss, the: net proceeds of the extended
coverage 'insurance shall be received by Tenan and shall be paid
and applied as provided in Paragraph 7, re ating to damage,.
destruction and. :condemnation. All insurance required in this
Lease shall be taken out and maintained in generally recognized,
responsible insurance companies qualified to do business in t1-ie
State of North Carolina ,selected by Tenant : A], 7, policies
evidencing such insurance shal provide for payment to Tenant and
Landlord as their respective .interests may appear. A certificate.
or eertifi.cates of the insurers that such insurance is in force
and effect. shall be delivered to Landlord:. Prior to the,
expira ion of any such policy, Tenant shall furnish Landlord with
.evidence satisfactory to Landlord that the policy has been
renewed or replaced. The insurance herein required may be
contained in blanket policies now or hereafter maintained by
Tenant. In the event Tenant: shall fail to maintain the full
i:nsuranceY~overage required. by this Lease or shall fail to keep
the Premises in as reasonably safe condition as its operating
condi ion will permit, or shall fail to keep the structures
located on the Premises in good repair ,and good operating
condition, Landlord may, but 'shall be under no obligation to,.
take out the required policies of .insurance and .pay the premiums
or .make the .required. repairs, renewals and replacements. A11
amounts. so advanced therefore by Landlord shall become additional
rent, which amounts, together with interest thereon at
hlationsBank's prime rate plus '1o per annum from the date thereof,
shall be paid by Tenant, upon. demand by Landlord.. •
q
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7. Damage Destruction and Condemnation.
a. If any structure located on the Premises is
destroyed (in whole or in part) or is damaged by fire or other
casualty to such extent that the c aim for loss, under the
insurance policies required to be carried by this Lease,
resulting from such destruction or damage is not greater than
$140,00; Tenant {i} will promptly repair, rebuild. oz restore the
property damaged or destroyed to substantially the-same condition
as' it existed prior to the event causing such damage or
destruction, with such .changes, alterations and modifications
{ineludng th.e substitution. and addition of other property} as`
maybe desred.Yiy Tenant :and as will not impair operating unity
ar productive capacity or the character of the Premises as a
manufacturing plant, and {ii) will apply for such purpose so much
as may be necessary of any Net Proceeds of insurance resulting
frarn such claims €or losses, as well as any additional moneys of
Tenant neces ary therefor. All Net Proceeds of insurance
resulting frgm such claims for losses not in excess of $'100,000
shall be paid to Tenant.
If. the Premises is destroyed {in whole or in part,} or is
damaged by fire or :other casualty to such extent that the claim
for loss under the insurance policies required to be carried byy
this Lease hereof resulting: from such destruction or damage is in
excess of $100,000, Tenant shall promptly give written notice
thereat to Landlord. All.. Net Proceeds of insurance resulting.,
from such claims for losses: in, excess of $100,000 shall be
received by Tenant., in trust, and applied by Tenant promptly to
repair, rebuild or restore the portion of the Fremises damaged or
destroyed to .substantially the swine condition as it existed. prior
to the event causing such damage. ar des ruction, with such
changes., alterations and modifications {including the
substitution and addition of other property:? as may be desired by
Tenant and as will not impair operating unity or productive
capacity or Ghe character of the Premises as a manufacturing
plant. In the event said Net Proceeds are not sufficient to pay
in full the costs of such repair, rebuilding or-restoration,
Tenant will nonetheless complete the work thereof and will pay
Ghat. portion of the costs thereof in excess of the amount of said
Net Proceeds. Any balance of such Net Proceeds remaining after
payment,o€: all the casts of such repair., rebuilding or
restoration, upon concurrence of Landlord, that repair,
rebuilding or restoration complies with the requirements of this
paragraph, are released from the trust. created here and shall be
paid to Tenant, except rent loss insurance proceeds which shall
be payable to Landlord.
Tf the structures on the Premises shall have been damaged or
destroyed {i.1 to such extent that, in the opinion of an
Independent Engineer expressed in a certificate filed with.
Landlord, it .cannot be reasonably restored within a period of six
consecutive months to the condition thereof .immediately preceding
such damage ar destruction., or (ii) to such extent.. that, in the
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opinion of ari Independent Engineer expressed in a certificate
filed with Landlord, the Tennant is thereby prevented from.
carrying on its normal operations for a period of s:ix consecutive
months, ar {iii) to such extent that the; cost o,f restoration..
thereof would exceed by $100,000 the Net. Proceeds of insurance
carried thereon pursuant to-the requirements of this Lease, tha.s,
Lease shall terminate at. Tenant's election by wri ten notice 'from
Tenant given within ninety {90) days after the date af;the
casualty,. and if Tenant so terminates, then the proceeds. of such
insurance shall be paid.. to 'Landlord., provided, any insurance:
proceeds payable in respect of business interruption ar for
damage to the equipment, trade fixtures or inventory of Tenant
-sYiall: lie payable to Tenant
b. In the event that tit3.e to, or-the: temporary use
of, the Premises or the. leasehold estate:of~Tenan~ in t-he
Premises created by this Lease or any part of either thereof
shall: be taken under the exercise of the power of eminent domain
by any +governmental body ar lay any person, firm or corporation
acting-under gavernmentaZ authprity; Tenant shall be obligated to
continue to make the rental anel.a].l ether payments required by
.. ........: . .
this Lease. Landlord: :and Tenant will cause the :Net Proceeds
received. by them ,or either of tYiem from any award. made in such'
eminent domain. proceedings, to' be paid to Landlord to be :held by
Landlord in trust to be applied in one qr more of the fol~:owng
ways as shall be: directed in writing by Tenant:
{i) The restaraticin of he improvement loco ed,
an the .Fremis'es to. substantially the same condition as they
existed prior to the exert e of the said power of eminent;
domain.
{ii) The acquisition, by construction or
otherwise, by Landlord of other improvement suitable for
Tenant's operations on or adjacent to the improvements taken. by
eminent domaa:n, which 'other improvements: shall be deemed a part
of the Premixes acid available.€or use and occupancy by Tenant
without the payment of any rent other than, as herein provided. to
the same extent as if such other improvements were speci'fical:ly
descra:bed herein. and demised hereby..
{ is ) Held ;in trust :n -the event that Tenant shall.
furnish to Landlord a certifica e of an Independent Engineer
acceptable to Landlord stating {`) that the property forming a
part of 'the Premises that was taken by such condemnation
proceedings is not essential to Tenant's use or occupancy of the
Premises, or {ii) that the Premises has been restored to a
condition substantially equivalent to its condition prior to the
taking by such :condemnation proceedings. or {iii) thaC
improvements have been acquired: which are suitable for Tenant's
operations. at the; Premises as contemplated herein. Within, ninety
days from the date of entry of a final order in any eminent.
domain proceedings granting condemnation, Tenant.. shall direct
'Landlord in writing as to which 'of the ways specified h`ereiri
11
i~
Tenant. elects to have. the condemnat:ion award applied. Any
balance of the Net Proceeds of the award in such eminent domain
proceedings shall. be paid to Landlord'and Tenant., as their
interests may appear.
I:f title to, or the temporary use of, all or substantially
a'll the Premises shall,have been taken under the exercise of 'the
power of eminent domain by ,any governmental authority, ar person,
firm or corporation acting under governmental authority,
nc udng:such a taking or takings as results:.,: in the,opnon of
an Tndependent Engineer expressed in a certificate filed with
Z,andlord, in Tenant being thereby prevented from carrying on its'
normal operations therein. for a period of four consecutive
months., .this Lease shall terminate at Tenant's election and in
the event of termination the Net Proceeds of such condemnation.
proceedings shall b'e paid to Landlord and Tenant as their
:interests shall.-appear. ,
Landlord shall cooperate fully with Tenant. in :the handling
and conduct of any pr-ospect:ve or pending condemnation
proceedings with respect to the Premises or any part thereof and
wi;11, to the extent .it may lawfully do so.; permit Tenant to
litigate. in any such proceeding in the name anti behalf of
Landlord. In no event will Landlord uoluntari,ly settle, or
consent to the settlement of, any prospective or pending
condemnation proceeding with respect to the. :Premises or any part.
thereof without the written, consent of Tenant.
Tenant shall be.entit ed to :the Net Proceeds of any
condemnat on award or portion thereof made £or damages to or
takings of its own property not included in the Premises,.
provided that any Net Proceeds resulting from damages to or
taking of all ar a portion of the leasehold estate of. Tenant in
the Premiaes created by tha.S-Lease shall lie paid and applied in
the manner provided herein,
$ . Granting of 'Easements . If no event of default shall
have happened and be continuing, Tenant may at any time or times.
grant easements, licenses, rights of way (inc;luding the
dedication of. public hghwaysl and o her rights or privileges in
Ghe nature of easements with respect to the Premises, or Tenant
may release existing easements,; licenses, rights of way and other
rights or privileges with or without consideration, and Landlord
agrees thatzt sha11 execute and deliver any instrument necessary
or appropriate to con€irm and grant or release any such easement,
license, right of way or o her. right or ,privilege upon receipt,
of: {? a copy of the. instrument of grant or release; {ii) a
written-application signed by a vice president of Tenant
requiestng .such :instrument; and (iii.} a certficate,executed by a
vice president of Tenant: stating {1} that -such ,grant or .release.
is not detrimental to the proper conduct of ~.he business of
Tenant, and {2) that such grant or release will not impair the
effective use or interfere with the operata:on of, or adVSrsel_y
affect the title of Landlord to; the Premises.
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9. Release and Indemnification Covenants.. Tenant re eases
Landlord Pram and covenants anc3. agrees that Landlord shall not be
liable for, and to indemnify and hold Landlord `harmless against,
any loss or damage to property or any injury to or death of any
person occurring an ar.about or resulting from any defect in the
Premises. or improvements located on the Premises, provided, that.
the. indemnity provided in this sentence shall be effective only
to the extent o€ any loss that may be sustained by Landlord iri
excess of the Net Proceeds received from any insurance required
in this Lease with respect to the loss sustained, and provided
further, that the indemnity shall not be effective far damages
that result from negligence or intentional acts on the part of
:Landlord.. To this end, Tenant will provide for and insure, in
the public liability policies required in this Lease, not only
its. own liability in respecC of the matters there mentioned but
also the liabi]..ity herein assumed..
Whenever under .the provisions of this Lease the approval o~
Tenant is required ar Landlord 'is r'equ.red to take some action at
the request of Tenant such approval. o:r such request shall be made
by the Authorized Tenant Representative whose name is Kevin P.
Bruce, President, unless otherwise specified in Chia Lease and
Landlord shall be authorized to act on. any such approval or
request and Tenant shall have no complaint against Landlord as a
result of any such action taken,
10. Asscrnment, Subleasing. Niortaaaina and Sellincx.
•a. This Lease may be assigned in wYiole or in part,
and the Premises may be subleased as a whole or in part, by
Tenant without the necessity of obtaining the consent of
Landlord, subject, however, to each of the following conditions:
{) no assignment shall relieve Tenant .from primary lab°lity for
any of its obligations hereunder., and in the event of any such
assignment Tenant.. shall continue to remain primarily liable far
payment of the rents specified herein and for performance and
observance of the other covenants, warranties.,. representations
and agreements on its part herein provided to be performed and
observed by it to the same extent as though no assignment had
been made, {ii} the assignee or subtenant shall assume-the
obligations of Tenant hereunder to the extent of the interest
assigned. or subleased; {iii} Tenant shall.,, within thirty days
after the delivery thereof, furnish or cause to be furn-shed to
Landlord a true and complete copy of each such assignment,
assumption of obligations and sublease, as the case may be:
b. Landlord may mortgage the Premises and may a ign its
interest in this Lease and any moneys receivable under this Lease
as security for payment of the principal of and interest on any
installment debt or other debt of Landlord, subject, however,. to
the rights of Tenant under this Lease.
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is
Landlord agrees that., except as set: 'forth in this Paragraph
10 of this Lease, it will not sell,. convey, mortgage>, encumber or
otherwise .d'ispos'e of any part of the Premises during the. Lease
Term as provided in Paragraph 2 of -this. .Lease...
c. Tenant may from-rime to ime, in its sole- discr.etion-
and:.at its own expense; install machinery and equipment in the
structures or atherwis;e on the Premises: All machinery and
equipment. so installed by Tenant shall remain the sole property
of Tenant. It may be modified or-remoued at any time while
Tenant is riot.. in defaia.lt hereunder and shall not be subject to
lien but all such machinery and equipment sha l be subject to any
landlord's lien allowed by law. Provided, hiowever, Tenant shall
promptly make, at its sole expense, any and all repairs to the
Prremses rir to 'the 'structures on the' Premises recess-fated by the
reimovai by Tenant of any such machinery and equipment: The need,
for repairs shal]~ be those reasonably determined to be necessary
by Landlord. Tenant. shall notify Landlord upon the removal: of
any such-machnery and equipment to enable Landlord to inspect.
the Premises to mace a determinaticin of the repairs, if .any, to
be made~'to the-.Premises. Nothing contained in this Paragraph.
shall prevent Tenant tram ;purchas-ng machinery aril equipment on
cgnda.t'ioxial sa~.e contract or lease: sale. contract, or subject to
vendor:'s lien or purchase money mortgage, as security_ for the
unpaid portion of the purchase price. thereof., and each such
conditional sale.. contract., lease sale contract, vendor's Tien-and.
purchase money mortgage made, by Tenant wth.respec:t to machinery
and equipment purcPased by it under the provisions of this
Paragraph shall, if appropriate financing statements are duly
filed for record iri the manner and places required by the North
Carolina Uniform Commercial Coda si:multarieously with or prior to
the installation at .the Premises of the machinery and equipment
covered thereby, be. prior and superior to any landlord's.lien.
Tenai.t agrees to pay as clue the purchase price of and all: costs
and expenses with respect to the acquisition and installation of.
any machinery and equipment installed by it pursuant to this
Paragraph.
11. .Events _of Default.. and Remedies,.
` a. The, following sha11 be "events of default:" under
this Lease and the, terms "event of default"' or "default" shall
mean, whenever they are used in this Lease,; any one or more of
the tollawing,events:
O Failure by Tenant to ,pay the rents required
to be paid at the times specified ar-d {1) continuation of said
:failure for a period of five days of-ter notice by mail given to
i:t by Landlord:thaG the-rent ref erred to in such notice has not
been received or (2) continuation of said failure for a period of
fifteen days- .
{ii) 'Failure. by Tenant to-observe and perform any
covenant, condition or agreement: on its-part to be observed or°
performe3, other than as referxed to in subsection {') of this
14.
Iq
Paragraph, :for a period of :thirty days after write:en notice,
specifying such failure and requesta~ng Ghat i be remedied, given:
to Tenant by Landlord, unless Landlord shawl agree iri writing to
an extension; of such. time prior to its expiration, or. if the
defaul>t be of a nature that; it not reasonably susceptible to
being cured within tYiirty (3`0) days., the: time to cure may be
extended. by Landlord so long as Teriai~t is: diligently attempting
to cure-ouch default. Landlord shall not unreasonably witlho.ld.
agreement to extend the tune period-to cure.
tiffs) The. dissolution or liquidation of Tenant or
the filing kiy Tenant of a voluntary petition in bankruptcy., or
fa'i ure by Tenant promptly to lift any execution., garnishment or
attachment of such consequence as will impair its ability tc,
carry on i s operations at the Premises, or the commission by
Tenant of any ,act of bankruptcy, or adjudication of Tenant as a
,bankrupt, or assignment by Tenana for the ,benefit of its
creditors, or the entry by Tenant into an agreement of:
c.ompasition with its creditors., or the. apprcival by a court of
competent jurisdiction of a petition applicable. to Tenant. in any
proceeding for its reorganization instituted, under the provisions
of the Sankriptey Act, as amended, or under any similar act which
may hereafter be enacted. The 'term "dissolution or liquidation
;af Tenant," as used in th subsection, shall not be construed to
include Elie cessation, of the corporate exs'terice- of Tenant..
resu7.ting either from a merger or consolidation of Tenant into or
with another corporation or a dissolution or. iiqu.daton of
Teriari;t'following a transfer of a1.1 or substantially all of its
assets as an entirety..
:.
The foregoing provisions of this Paragraph.are subjee,t to
the following limitations; If by-reason of force majeure Tenant
is unable in whole ar in part to carry out it agreements an its
part herein contained, other than the obligations on the part of
Tenant contained in Paragraphs '3.;a., b., and c:, 5, 6 and 9
hereof, Tenant shall not be deemed in default during the
,.
continuance of such inability,, The term "force majeure" as used.
herein shall.:mean, without limitation, the ;following: .Acts of
'God:, Strikes; 1,o_ckouts or other industrial disturbances; acts of
public enemies; orders of any kind o.f the government of the
United States or of North Carolina or any of their departments,
a.gerices, or officials, or any civil or military :authority;
insurrections; riots; epidemics,- landslides; lightning;
:earthquake.; fire; hurricanes; s~arms.; floods; washouts; droughts:;
arrests; restraint of government and people; civil di turbances;
explosions; breakage or accident to. machinery; transmission pipes
or canals; partial or entire failure of utilities; or any other
cause or .event not rea onably within the control of Tenant:
Tenant agrees; however, to: remedy with all. reasonable dspaCch.
the cause or causes preventing Tenant from .carrying out .its
agreements; provided, that, the settlement of strikes, lockouts
and other industrial disturbances shall be entirely within the
discretion of Tenant, and Tenant shat not be required to make
settlement of strikes, lcickauts and other in.dust'ral disturbances
1S
ao
by aec.edng to the demands of the opposing party or parties when
uch course's in the judgment of Tenant..unfavorable to 'T'enant..
b. whenever any event of default referred to in this
Lease sha l have happened and be subsisting, Landlord may ake
any one or more of the fo lowing remedial.. Steps:
{i) Landlord may, at its option, declare .all
installments of rent payable for the remainder of the. Lease Tern,
to be immediately due and. payable, whereupon the Same shall
become 'immediately due and payable.
{ij Landlord :may
the: Premisees without Germinating
Premises for the account of Tena~
difference in the rent: and. other.
subtenant in such subleasing and
payable by Tenant hereunder.
re-enter and take posses ion of
th's pease, and subhease the
zt, holding Tenant liable for the
amounts payable by such
the rents and other amounts
{;i)`Landlord may terminate; the Lease Term,.
exclude Tenant. from possession of the Premises. and use its beset.
efforts to :lease tYie Preiriises to anothex for' the account of
Tenant,. holding Tenant liable for all rent and other payments: die
up to the effective date of such leasing-.
C.v) Landlord may take 'whatever action. at law or
i.n equity may appear necessary or desirable: to collect the rent
:and any other :amounts payable by Tenant hereunder, then due aril
thereafter`ta become due, or to .enforce performance .and:
obseruance,of any obligation, agreement or covenant of Tenant
under this Lease:
.Any :amounts collected pursuant: to action. taken under this
subparagraph shall be applied to the account of Tenant.
c. No remedy herein conferred upon or reserved 'to
Landlord is intended to be;exclusive of any other available
remedy or remedies, but each and every such remedy shall be
cumulative and shales be in addition to; every other, remedy given
under this Lease or now or hereafter existing at law or iri equity
_.
or by statute:. No deTay,or omission to exercise any right or
power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such
right. and power may be :exercised from time. to .time and as often
as may be deemed expedient. In order to entitle Landlord to
exercise any r-emedy reserved to it,, it. Shall not be nece sary to
give any notice;, other than such notice as may be herein
expressly required:..
d. In the event Tenant shou d default under :any of
the provisions of this Lease and .Landlord should employ attorneys
ar incur other expenses for the collection. o rent or t:he
enforcement-of performance or observance of any :obligation o.r
agreement on:the part a.f Tenant. her-en contained, Tenant..ag'rees.
1.6
t ~t
that it ivi:ll on demand therefor pay to Landlord the reasonable
fee of such attorneys and such other expenses so incurred by
Landlord.
e. zn the event any agreement contained in this Lease
should be breached by either party and th:ezeafter wazved by tYie
other party, such waiver shah, be limited to the particular
breach so waived and shall not be deemed. to waive any other
breach hereunder...
12. Notices. A]I notices, certificates or other
eommuni:eations hereunder shal3; be sufficiently g.ivezZ and shall be
deeded given when maa.led by registered mai.l,, postage prepaid,
addressed as follows: I~ to. Landlord, at Orange County, Nar.th
Caral,na, Office of Purchasing and Central Services, Post Office
Box 81.8., Hillsborough North Caro]:na 27278, .Attention of
Purchasing Dzrector+ i:f to Tenant, at 749p New Technology Way,
Fredrick, Maryland 21703:, Attention of Presa:den~. Landlord and
Tenant may by notice given hereunder,. del,gnate any further or
c3iffereiat address to which subsequent notices, certificates or
p'ther communa.catzons shall be sent ,
7:3. Bzn~ng EffFCt,. This Lease shall inure to the. benefit
of and shall 'be bznding upon Landlord, Tenant and'. theiz
respective successors and assigns, subject, :however,, to .the
limitations contained herein.
T~. Severaba:I.ity. In the evex~~ any provision of t3iis Lease
shall be held invalid or unenforceable by ;any court of competent
jurisdiction, such holding shall nab :nva3.idate or render
unenforceable any othez provision hereof.
1S , Amendments., Chani~es aril Modifications , Except as
otherwise provided in this Lease, it may not be effectively
amended, changed, modified, altered ar Germinated without th.e:
writ:ten ;cc?ns.ent of Landlord and Tenant .
1.6 . Execution Counterparts . 'T'his Lease znay be executed .in
several counterparts:, :each Q~ which sha7.], be an original and aZl
of which shal3. constitczte butane and. the same instrument»
37 . N'P~t__ Lease. This Lease shall be deemed azd cQxis-trued to
be a "net:..l;ease," and Tenant shall pay absolute3y net during the
Lease Term the rent. and .all other payments. required hereunder,
Free of any deductions,. without: abat`eznent or set-of€ other than
those herein expressly provided.,
.. Its WITNESS WHEREOF, Landlord and Tenant have caused this
Lease to be executed in their' respective corporate names. and
their respective corporate seals Go be hereunto affixed and
attested by their duly authorized officers, alI as of :the date:
first above written..
17
~4~~~3df~ OF ORANGE, NORTH CAR.ULINA
William L. Crowther, ..Chair
Board of ,Commissioners
ATTEST•
[SEAL ].
everly A Blythe, C1 k to
the Board of Commissioners
BUILDERS' SUPPLY & LUMBER COMPANY, INC.
J = =-_---------- ~' --.
By:
President
ATTEST:
`c~`~-rd ~ ~~:~'1---~- [:SEAL.]
5 T Secretary
NORTH. CARQL~INA
OR~INGE COUNTY
I, a notary public. of: the County and State aforesaid,
eert.ify that Beverly A:. Blythe personally came before. me this day
and acknowledged that she is Clerk to the Board of Cornmissioriers
for Orange; County and that by authority duly given and as the act.
of said Gounty, the foregoing instrument was signed in its name
by the Chairman of. said Board of Commissioners and attested by
her as Clerk to said Hoard of Commissioners. -
4+Ti.tness my hand: and o€€iea7. stamp or seal, this the.. / ~'
day o f ~~l,c? 19~ . ..~/ /~ l
Notary ..Public
MY comms.sian expires:
• ~c
STATE OF ~-
COUNTY OF
I, a notary p lic r~,~~~ said county and state do
certify that .r'7,~t.' ~~iY..~1-~~ personally came
as
18
~'`~ ~~ a3
..
,• •
before me this day and acknowledged Chat ,,^he is the -,~~Q~ _
secretary of BUILDERS' SUPPLY & NUMBER COMPANY, INC., and that by
authority duly given and as the ac of the corporation, the
fareg.o..ng instrument was signed in its name by its.
Presi en ,.:sealed with its et~rp ra e. seal, .and attested by
as its _/~1~1 ~ Secretary.
_ ~ da
Witness mY lia d and nofarial seal this the y of
7-9~-
otary Public
My commission expires:
NA:'VCY Ff. GAWTT~i4~~J?
iJotary~ Peuf~; e;:~,;ar~ Cot:; 3, fii
{'~y-CommES~ian expires Oct. 9, 'f 989
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R£5(QLUTION APPROVING A LEASE AGREEMENT,. BETWEEN THE
GQUrITY OF ORANGE:, NORTH CAROLINA. AND BUxLi3ERS
SUPPLY & NUMBER COMPANY,, INC., F:tJR THE BUILDING
AND PROPERTY AT 40I VALLEY FQRGE RQAD,;xILLSBQROUGH
W~iEREAS, pursuant; to and: in .satisfaction of the requirements
of .Section 58-7.1 of the General: Statutes of North.Garolina, the
Board of Conunssi9ners, followng:a public hearing, has.
Bete=mined. that i.f it leases the bui]:d5ng and, property located at
401 Valaey Forge Road to Builders' S-apply & Lumber company, Inc..
per the Lease that, is an exhibit to
consir3.eration to orange Gounty will
the value of the leasehold: interest
County, and more specifically that:.
payments made to Qrange Goznty, tog
real property, equipment, and sales
this Resoluton,: the
be equal to or g=eater than
to be conveyed b;y Orange
the value of the•lease
other with the value of the
taxes paid to orange County
as the result of the Lease, vial 'be equal. to or greater: than the
fair market value: .of the interest conveyed,, as determined by a
market survey of similar facilities in this area; ,and
WHEREAS, pursuant to and i.n further s;atsE'action of Section
1S'8-'1.1 o.f, the General Statutes, ,the.. Board of. Commissioners
hereby determines that the leasing ref this property to Builders'
Supply & Lumbez ~ompanyr Inc. will;stimulata the: local economy:,
promote bushes and result i.n the .:reation,of a substantial.
number: of jobs in the Gounty at oz above the "median average"'
wage in orange Cognty. The median average wage projected to be
paid by :Builders' Supply at this facility exceeds the median
average wage paid by all: .insured. private i.naustries in Orange
• ~ ~ ~
~ ~ as
9
County, accc-rding,to the latest available data of the Employment
Security Commission of North.Carolina,
NOW,- TfiEREFQRE, BE: IT RES(OLV'ED by the Board: of Commissioners.
:far the County of orange, Ngrth Carolina: ~~
1. that it 'hereby approves the Lease Agreement in
substantially the form as 'the Exhibit to this resolution;
2. Officer-s'and employees of the County are. authorized and..
directed (without Limitation except as may be expressly set forth
herein..). to make such changes t^ the.Lease Agr-'esment,=to.take such__.
other actions .and to execute and deliver such other documents,
certi€.cates, undertakings, agreements or other instruments, as
they., with the advice of counsel, may deem necessary or
appropriate to effectuate. 'the lease transaction contemplated by
the Lease Agreement.
Upon motion duly made anti seconded, the foregoing resolution
was passed by the following votes.
Ayes : Commssione=s Moses Carey:,, Jr.,, Stephen ,ti. Halkotis,. Wi3liarn
L. Crowther, Oon Wlihoit Arid A1:ce M. Gordan.
Noes.: NONE
I, Beverly A. slythe, Clerk to the soard of Commissioners
:for the County of ,orange, North Garoina, DO HEREB3t CERTIFY that
the foregoing has been carefully copied from the recorded minutes
o.f the Beard. of Gomm"ssoners for said County at a regular
meeting of said Board held on November 19 1996,, said record
having 'been made, in the Minute Book- of the minutes of said Board,,
2
.,
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-and is a true copy of so much of said proceedings of said Board
as relates in any way to ~.he passage of the-resolution deserb~ed
in said proceedings,.
WITNESS fey hand the corporate seal. of said Cbunty,~>-fihis
' 19th day of November 19 9 6
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This Instrument Prepared 8yc
L. P,h.ilp McClendon, Es:qu.re
Georgia-Pacific gorpar'a~ion.
133:' Peach~.;re'e ,Street , N,E.
Atlanta, Georgia 3,0303
CEASE ASSIGNMENT tIA D A:S;r3.~PTIUN AGREE_hIEN'~
This I;ease 14s:sgnmerit anti Assumption Agreement made this
nth day of January, Zg88, between US. Plywood Corporation, a
Delaware corporation {"Assignoz") and Georgia-Pacific Corporation,
a GeQrg~.a copora~ion ("Assignee"),
• U7 T fi N' F S S E. T: H
WtiEREA$, in a ],ease dated Qctober ]., l9'72, recozded in
Hook. 23.:.8, Page 20:;07, Q;range County 'Registry '("Original Lease:
Agreement"), The;Industrzal Development Corporation xn the County_
o£: Qarange, Narth Cardla.na leased +certain land, biii7.d'ngs,
maehznery and, equipment to Valley Forge Carparaton, a Georgia
corporation ("vF"'), •
..
WHEREAS;, xn;, an unreco:=ded..Assignment of Lease, dated
October 24,~ 3.913;, VF assgneel .a11 its right, title and i.n~erest 'in
the. Orgina], IeaSe• Rgreement to Le~:ngton homes, Yne. {"L:°:)
W:-HrRF..'~5, the~arigna;l: Lease Agreement was arnanr3ed by a
First Supplemental ;`Lease Agr:eernex~t, xecorded in Book _255, ?:age.
1487, Orange: County Registry and Second Supple:~'~e~ta3 Lease
Agreement which nc7.udea an assignment; o£ the lease, as arneiaded,
... . .
front L.K and. V~' to' C;hainpron International C±arparation, recorded in
Hook 2'5'8, Page 28.6.5. Orange' County': Registry {kh_ch l~rena;.ter,
the Qrgnal-Lease Agreement.and all amendri°nts the.reta arse:
collectively referr:eci to as 'the "T ease^) ; and.
• WHEREAS., in art Assignrnen of Lease, dated ~,ugurst 2&, 198:5
._
• :.and recorded in Book 53'7; Page 228, Orange County 2e'gistry,
• Ghampozi xnternatiorial Corporation and'Champian Warehouse
',, Properties, Inc. assigned a13. i;ts right, title and i;n~erest in the.
. I,eaSe to As:sigrio'x. .
.:, .
_ ~ WHEREAS,, U. S:. PLYWGOD CQRpORATIO.N, Assignor. herein tins
adopted~a Plari:o~ Complete Liquidation, has Filed a statement of
i.nten~ to dissolve with the :Secretary of .State a£ Delaware, and is
in~ the process: cif winding up: its bu.siesS arnd affairs;
' WI-HrREAS, Assignor is a wholly-o:aned subsidiary oz
..
G.ORGIA-PAG21'IC~ COs'2PORATIOPI, Assignee; and.
W:iERF.A5; T'he par.tfes d=sire to ?.iquidate and £arever
di.;scon4inse the existence o~ Assignor 'as a se~axate ent:t7 and to
place the assets now stan3ing in the na~.Y qE tn~ As5i:g:iar into th°
naT~ a~ tte .Ass..gn~e.
`_: , -
Nq!kfy '~IEREE'ORE, £or ggod and valuably consiQexaton
rece~.pt o~.uhich'is hereby aekngwledged, Assignor. clogs hereby
s'efil assign, transfer and set over. to Assignee all of Assignor"'s
rights, title .and r~~erest under :and pursuant to the Lease.
Assignee hereby accepts the above assignment and
specifically assumes, effective as of the date hereof,, the
oblgations.ot the: Assignor uz~dex the Lea a and, agrees a be bound.
tsy the terms and provisions thereof to the sameeztent~ as if the
.Assignee had. been- made a party ihere~o ~.n the place. and stead. of
the Assgno'r
IN WITNESS T4tiEREOF, the games hereto have entered nth
this Lease Assgn:aen.t 'as o,f :the date set out :above,
• ASSZGNC}R: U. S . DOD GORP-0-RATZO.N
Gearge A.!MacCannell
- Senio= Vice President
ASSIG~E'z. GE4RG~ ,;,PAC];.FIC ~RPORATIOIi
$~r • ~fl ~i //~~Lert ~ '
• ,Georges A. MacConnex:l
• Senior Vice President.
• Bti3:l.dng Products
• Manufacturing Division
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